Restrictions on Disclosure of Information. For a period of three (3) years after the earlier of (x) the dissolution of the Company or (y) the date upon which such Member ceases to be a Member of the Company:
(a) Each Member shall, and shall cause its Affiliates and its and its Affiliates’ directors, officers, employees, agents and Representatives to, hold in confidence, in accordance with no less than the standards of confidentiality that it uses with respect to its own Confidential Information (as defined below), and in no event less than a reasonable standard of care, all documents and Information concerning any other party hereto furnished it by such other party or its representatives in connection with the transactions contemplated by this Agreement which the Board notifies such Member that it in good faith believes it is not in the best interest of the Company to disclose or could damage the Company or its business or which the Company is required by law or by agreement with a third party to keep confidential (the “Confidential Information”). Notwithstanding the foregoing, each Member and each of its Affiliates may disclose such Confidential Information to the extent that such Confidential Information is required, in such Member’s sole discretion, in connection with the preparation of any financial, reserve or other information as needed or appropriate to be included in the public filings of such Member or is required to be disclosed to lenders of Indebtedness, provided such lenders are under an obligation to keep such Confidential Information confidential, or such Member or Affiliate can demonstrate that such Confidential Information is or was (i) generally available to the public other than by the breach of this Agreement, or (ii) lawfully acquired from a third Person on a non-confidential basis or independently developed by, or on behalf of, such Person. Notwithstanding the foregoing, each Member and its Affiliates may disclose such Confidential Information to the extent that such Person reasonably believes it is legally compelled to disclose such Confidential Information by judicial or administrative process or to any tribunal, agency, Governmental Authority, including, but not limited to, the New York Stock Exchange, or else stand liable for contempt or suffer other censure or financial penalty or is otherwise required by law to disclose such Confidential Information. Each Member shall maintain, and shall cause its Affiliates to maintain, policies and procedures, and develop such further ...
Restrictions on Disclosure of Information. (a) Without limiting any rights or obligations under any other agreement between or among the parties hereto and/or any of their respective Affiliates relating to confidentiality, for a period of three years following the date hereof, each of the parties hereto agrees that it shall not, and shall not permit any of its Affiliates or Representatives to, disclose any Confidential Information to any Person, other than to such Affiliates or Representatives on a need-to-know basis in connection with the purpose for which the Confidential Information was originally disclosed. Such Information shall no longer be deemed Confidential Information, to the extent that it is or was (i) in the public domain other than by the breach of this Agreement or by breach of any other agreement between or among the parties hereto and/or any of their respective Affiliates, (ii) available to such party outside the context of the Prior Relationship on a nonconfidential basis prior to its disclosure by the other party, (iii) lawfully acquired outside the context of the Prior Relationship on a nonconfidential basis or independently developed by, or on behalf of, such party by Persons who do not have access to, or descriptions of, any such Confidential Information, (iv) required to be disclosed by law, governmental order or the rules and regulations of the SEC, or (v) mutually agreed to by the parties.
(b) Each of the parties hereto shall maintain, and shall cause its respective Affiliates to maintain, policies and procedures, and develop such further policies and procedures as shall from time to time become necessary or appropriate, to ensure compliance with this Section 4.01.
Restrictions on Disclosure of Information. Each party will, and each party will cause its respective representatives to, hold in strict confidence, with at least the same degree of care that applies to each party’s confidential and proprietary information (“Information”) pursuant to policies in effect as of the Effective Date, all Information concerning the other parties furnished pursuant to this Agreement. Notwithstanding the foregoing, each party and its representatives may disclose such Information to the extent that such party can demonstrate that such information is or was (i) in the public domain other than by the breach of this Agreement or by breach of any other agreement between or among the parties relating to confidentiality, or (ii) lawfully acquired from a third person on a non-confidential basis or independently developed by, or on behalf of, such party by persons who do not have access to, or descriptions of, any such Information. Each party will maintain, and will cause its respective representatives to maintain, policies and procedures, and develop such further policies and procedures as will from time to time become necessary or appropriate, to ensure compliance with this Section 6.1.
Restrictions on Disclosure of Information. Without limiting any rights or obligations under any other agreement between or among the Parties and/or any of their respective Affiliates relating to confidentiality, until the Confidentiality Expiration Date, each of the Parties agrees that it shall not, and shall not permit any of its Affiliates or Representatives to, disclose any Confidential Information to any Person, other than to such Affiliates or Representatives on a need-to-know basis in connection with the purpose for which the Confidential Information was originally disclosed. Each of the Parties shall maintain, and shall cause its respective Affiliates to maintain, policies and procedures, and develop such further policies and procedures as shall from time to time become necessary or appropriate, to ensure compliance with this Section 3.01.
Restrictions on Disclosure of Information. Except as authorized in writing by the Contracting Officer, the Contractor shall not disclose, orally or in writing, any:
a. Proprietary Information (that is, technical information, such as trade secrets, which is proprietary to any person or firm); or Privacy Information (that is, information protected under the provisions of the Privacy Act of 1974); Privileged Information (that is, financial or commercial information concerning another person or firm which is privileged or personally confidential); or Government Information (that is, information or data stored, processed, or handled in providing services under this Agreement or which may come into the possession of the Contractor in providing services under this Agreement or which may come into the possession of the Contractor in providing services under this Agreement).
b. The Contractor shall not use or access any information described in paragraph a. above for any purpose other than to perform this Agreement in accordance with its terms and conditions.
c. The Contractor shall obtain from each of its employees a written agreement to protect all such information described in paragraph a. above against accidental or intentional disclosure. All such agreements shall be subject to the approval of the Contracting Officer. In addition, the Contractor shall require its employees, through appropriate training and promulgation of company policies and procedures, to comply with the provisions of this section. The restrictions in this section do not apply to any information if and when such information becomes part of the public domain. The Contractor shall include, or require the inclusion of, the substance of this Section in all subcontracts, including lower-tier subcontracts, unless otherwise specified in writing by the Contracting Officer.
Restrictions on Disclosure of Information. (a) Without limiting any rights or obligations under any other agreement between or among the parties hereto and/or any of their respective Affiliates relating to confidentiality, for a period of three years following the Contribution Date, each of the parties hereto agrees that it shall not, and shall not permit any of its Affiliates or Representatives to, disclose any Confidential Information to any Person, other than to such Affiliates or Representatives on a need-to-know basis in connection with the purpose for which the Confidential Information was originally disclosed. Notwithstanding the foregoing, each of the parties hereto and its respective Affiliates and Representatives may disclose such Confidential Information, and such Information shall no longer be deemed Confidential Information, to the extent that such party can demonstrate that such Confidential Information is or was (i) available to such party outside the context of the Prior Relationship on a nonconfidential basis prior to its disclosure by the other party, (ii) in the public domain other than by the breach of this Agreement or by breach of any other agreement between or among the parties hereto and/or any of their respective Affiliates relating to confidentiality, or
Restrictions on Disclosure of Information. (a) Without limiting any rights or obligations under any other agreement between or among the parties hereto and/or any of their respective Affiliates (or, with respect to Propel, the Propel Operating Companies) relating to confidentiality, for a period of three years following the Effective Date, each of the parties hereto agrees that it shall not, and shall not permit any of its Affiliates or Representatives to (or, with respect to Propel, it will use its commercially reasonable efforts to cause the Propel Operating Companies not to), disclose any Confidential Information of the other party to any Person. Notwithstanding the foregoing, each of the parties hereto and its respective Affiliates (or, with respect to Propel, the Propel Operating Companies) and Representatives may disclose such Confidential Information, and such Information shall no longer be deemed Confidential Information, to the extent that such party can demonstrate that such Confidential Information is or was (i) available to such party outside the context of the Prior Relationship on a nonconfidential basis prior to its disclosure by the other party, (ii) in the public domain other than by the breach of this Agreement or by breach of any other agreement between or among the parties hereto and/or any of their respective Affiliates (or, with respect to Propel, the Propel Operating Companies) relating to confidentiality, or (iii) lawfully acquired outside the context of the Prior Relationship on a nonconfidential basis or independently developed by, or on behalf of, such party by Persons who do not have access to, or descriptions of, any such Confidential Information.
(b) Each of the parties hereto shall maintain, and shall cause their respective Affiliates (or, with respect to Propel, shall use its reasonable efforts to cause the Propel Operating Companies) to maintain, policies and procedures, and develop such further policies and procedures as shall from time to time become necessary or appropriate, to ensure compliance with this SECTION 4.1.
Restrictions on Disclosure of Information. (a) Without limiting any rights or obligations under any other agreement between or among the parties hereto and/or any of their respective Affiliates relating to confidentiality, with respect to Confidential Information that is not a trade secret of the disclosing party or its Affiliates for a period of three years following the date hereof, otherwise for a perpetual period, each of the parties hereto agrees that it shall not, and shall not permit any of its Affiliates or Representatives to, disclose any Confidential Information to any Person, other than to such Affiliates or Representatives on a need-to-know basis in connection with the purpose for which the Confidential Information was originally disclosed.
(b) Each of the parties hereto shall maintain, and shall cause its respective Affiliates to maintain, policies and procedures, and develop such further policies and procedures as shall from time to time become necessary or appropriate, to ensure compliance with this Section 4.01.
Restrictions on Disclosure of Information. ABC and XYZ each agrees that except as provided in Section 8 hereof, it will not, without the prior written consent of the party who provided the Information, disclose the Information or any portion thereof to any third party other than its employees, officers, directors, legal counsel, accountants, and/or other advisors identified on Schedule 1 attached hereto (referred to herein collectively as the “Representatives and Advisors”), when and to the limited extent such Representatives and Advisors actively involved in the evaluation and negotiation process require disclosure or access to such Information in connection therewith. Each of the parties also agrees to take, and to cause each of their Representatives and Advisors to take, all reasonable precautions to protect the confidentiality of the Information, including without limitation, the following:
(a) Access to the Information will be restricted to those natural persons of each party, and of each Representative and Advisor of such party, who (either as employees, agents or representatives) are actively involved in the evaluation and negotiation process, or who require disclosure or access in connection therewith.
(b) Neither ABC, XYZ nor any of their Representatives or Advisors will be required to xxxx or identify any of the Information as being confidential, but each will treat all of such Information as confidential and will maintain any of such materials in its custody or possession in a manner designed to protect the security and confidentiality of the Information consistent with the permitted uses.
(c) In addition to the foregoing, neither party hereto nor any of its Representatives or Advisors will use any less care to protect the security and confidentiality of the Information than it uses to protect its own proprietary information and trade secrets.
Restrictions on Disclosure of Information. If an involved Indian tribe(s) has indicated to the FHWA or the DOT that the historic resource site (that is the subject of efforts to minimize or avoid adverse effects) is one of religious or cultural significance to them, and objects to the disclosure of information about the site to the general public, then the FHWA and the DOT will comply with Section 800.11(c) to limit the disclosure. Cities and counties developing projects for federal funding participation are bound by these same restrictions. Local officials will coordinate with the DOT when their projects involve significant historic properties to ensure that adequate confidentiality is maintained.
